SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
Lone Star Technologies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
542312103
(Cusip Number)
J. Taylor Crandall
201 Main Street, Suite 3100
Fort Worth, Texas 76102
(817) 390-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 27, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ].
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares reported herein is 4,676,900 shares,
which constitutes approximately 22.9% of the total number of
shares outstanding. All ownership percentages set forth herein
assume that there are 20,412,070 shares outstanding.<PAGE>
<PAGE>
1. Name of Reporting Person:
Alpine Capital, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 4,446,272 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 4,446,272 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
4,446,272
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 21.8%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its two general partners, Robert
W. Bruce III and Algenpar, Inc.<PAGE>
<PAGE>
1. Name of Reporting Person:
Robert W. Bruce III
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 4,676,900 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 4,676,900 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
4,676,900 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 22.9%
14. Type of Reporting Person: IN
- -------------
(1) Solely in his capacity as one of two general partners of
Alpine Capital, L.P., with respect to 4,446,272 shares, and
in his capacity as a principal of The Robert Bruce
Management Co., Inc., which has shared investment discretion
over shares owned by The Anne T. and Robert M. Bass
Foundation, with respect to 230,628 shares.<PAGE>
<PAGE>
1. Name of Reporting Person:
Algenpar, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 4,446,272 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 4,446,272 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
4,446,272 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 21.8%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its President, J. Taylor
Crandall.
(2) Solely in its capacity as one of two general partners of
Alpine Capital, L.P.<PAGE>
<PAGE>
1. Name of Reporting Person:
J. Taylor Crandall
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 4,676,900 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 4,676,900 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
4,676,900 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 22.9%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President and sole stockholder of
Algenpar, Inc., which is one of two general partners of
Alpine Capital, L.P., with respect to 4,446,272 shares, and
in his capacity as a director of The Anne T. and Robert M.
Bass Foundation with respect to 230,628 shares.<PAGE>
<PAGE>
1. Name of Reporting Person:
The Anne T. and Robert M. Bass Foundation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Working Capital
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 230,628 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 230,628 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
230,628
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.1%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its three directors, Anne T.
Bass, Robert M. Bass and J. Taylor Crandall and through
Robert W. Bruce III in his capacity as a principal of The
Robert Bruce Management Co., Inc., which has shared
investment discretion over shares owned by The Anne T. and
Robert M. Bass Foundation.<PAGE>
<PAGE>
1. Name of Reporting Person:
Anne T. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 230,628 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 230,628 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
230,628 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.1%
14. Type of Reporting Person: IN
- ------------
(1) Solely in her capacity as a director of The Anne T. and
Robert M. Bass Foundation.<PAGE>
<PAGE>
1. Name of Reporting Person:
Robert M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 230,628 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 230,628 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
230,628 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.1%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as a director of The Anne T. and
Robert M. Bass Foundation.<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934,
as amended (the "Act"), the undersigned hereby amend their
Schedule 13D Statement dated June 22, 1993, as amended by
Amendment No. 1 dated August 26, 1993, Amendment No. 2 dated
November 26, 1993, Amendment No. 3 dated April 21, 1994,
Amendment No. 4 dated April 27, 1994, Amendment No. 5 dated
August 3, 1994, Amendment No. 6 dated September 28, 1994,
Amendment No. 7 dated November 2, 1994, Amendment No. 8 dated
November 9, 1994, Amendment No. 9 dated January 20, 1995 and
Amendment No. 10, dated February 7, 1995 (the "Schedule 13D"),
relating to the Common Stock, par value $1.00 per share (the
"Stock"), of Lone Star Technologies, Inc. (the "Issuer"). Unless
otherwise indicated, all defined terms used herein shall have the
same meanings respectively ascribed to them in the Schedule 13D.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 hereby is amended in its entirety to read as follows:
The source and amount of the funds used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Alpine Working Capital(1) $30,274,508.58(2)
Bruce Not Applicable Not Applicable
Algenpar Not Applicable Not Applicable
Crandall Not Applicable Not Applicable
Foundation Working Capital(1) $1,790,976.68(3)
A. Bass Not Applicable Not Applicable
R. Bass Not Applicable Not Applicable
(1) As used herein, the term "Working Capital" includes
income from the business operations of the entity plus sums
borrowed from banks and brokerage firm margin accounts to operate
such business in general. None of the funds reported herein as
"Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the
Stock.
(2) This figure represents the total amount expended by
Alpine for all purchases of shares of the Stock without
subtracting sales; therefore, such figure does not represent
Alpine's net investment in shares of the Stock. Alpine's net
investment in shares of the Stock is $30,117,632.98.
(3) This figure represents the total amount expended by the
Foundation for all purchases of shares of the Stock without
subtracting sales; therefore, such figure does not represent the
Foundation's net investment in shares of the Stock. The
Foundation's net investment in shares of the Stock is
$1,768,852.28.
Item 4. PURPOSE OF TRANSACTION.
Item 4 hereby partially is amended to add at the end
thereof, the following:
"In connection with the Issuer's upcoming annual
meeting of shareholders, the Issuer offered the
Reporting Persons the opportunity to designate a
representative to be nominated to fill a new seat to be
created on the Issuer's Board of Directors. In
response, the Reporting Persons have designated Thomas
M. Mercer, Jr. to be so nominated"
Except as set forth in this Item 4, the Reporting Persons
have no present plans or proposals that relate to or that would
otherwise result in any of the actions specified in clauses (a)
through (i) of Item 4 of Schedule 13D of the Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a)-(c) of Item 5 hereby are amended in their
entireties to read as follows:
(a)
ALPINE
The aggregate number of shares of the Stock that Alpine owns
beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is
4,446,272, which constitutes approximately 21.8% of the
outstanding shares of the Stock.
BRUCE
Because of his position as one of two general partners of
Alpine and as principal of Bruce Management (which has shared
investment discretion over the shares of the Stock owned by the
Foundation), Bruce may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 4,676,900 shares of the
Stock, which constitutes approximately 22.9% of the outstanding
shares of the Stock.
ALGENPAR
Because of its position as one of two general partners of
Alpine, Algenpar may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 4,446,272 shares of the
Stock, which constitutes approximately 21.8% of the outstanding
shares of the Stock.
CRANDALL
Because of his positions as President and sole stockholder
of Algenpar, one of two general partners of Alpine, and a
director of Foundation, Crandall may, pursuant to Rule 13d-3 of
the Act, be deemed to be the beneficial owner of an aggregate of
4,676,900 shares of the Stock, which constitutes approximately
22.9% of the outstanding shares of the Stock.
FOUNDATION
The aggregate number of shares of the Stock that Foundation
owns beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is
230,628, which constitutes approximately 1.1% of the outstanding
shares of the Stock.
A. BASS
Because of her position as a director of Foundation, A. Bass
may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 230,628 shares of the Stock, which
constitutes approximately 1.1% of the outstanding shares of the
Stock.
R. BASS
Because of his position as a director of Foundation, R. Bass
may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 230,628 shares of the Stock, which
constitutes approximately 1.1% of the outstanding shares of the
Stock.
To the best of the knowledge of each of the Reporting
Persons, other than is set forth above, none of the persons named
in Item 2 herein is the beneficial owner of any shares of the
Stock.
(b)
ALPINE
Acting through its two general partners, Alpine has the sole
power to vote or to direct the vote and to dispose or to direct
the disposition of 4,446,272 shares of the Stock.
BRUCE
As one of two general partners of Alpine, Bruce has shared
power to vote or to direct the vote and to dispose or to direct
the disposition of 4,446,272 shares of the Stock. As principal
of Bruce Management (which exercises shared investment discretion
over the shares of the Stock owned by the Foundation), Bruce has
shared power to vote or to direct the vote and to dispose or to
direct the disposition of 230,628 shares of the Stock.
ALGENPAR
As one of two general partners of Alpine, Algenpar has
shared power to vote or to direct the vote and to dispose or to
direct the disposition of 4,446,272 shares of the Stock.
CRANDALL
As the President and sole stockholder of Algenpar, which is
one of two general partners of Alpine, Crandall has shared power
to vote or to direct the vote and to dispose or to direct the
disposition of 4,446,272 shares of the Stock. As one of three
directors of Foundation, Crandall has shared power to vote or to
direct the vote and to dispose or to direct the disposition of
230,628 shares of the Stock.
FOUNDATION
Acting through its three directors and Bruce (as principal
of Bruce Management which exercises shared investment discretion
over the shares of the Stock owned by the Foundation), Foundation
has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 230,628 shares of the Stock.
A. BASS
As one of three directors of Foundation, A. Bass has shared
power to vote or to direct the vote and to dispose or to direct
the disposition of 230,628 shares of the Stock.
R. BASS
As one of three directors of Foundation, R. Bass has shared
power to vote or to direct the vote and to dispose or to direct
the disposition of 230,628 shares of the Stock.
(c) Since the most recent filing on Schedule 13D, Alpine
has purchased shares of the Stock in over-the-counter
transactions on NASDAQ, as follows:
NO. OF SHARES PRICE PER
DATE PURCHASED SHARE
02-22-95 6,000 $6.74
02-23-95 10,000 6.74
Except as set forth in this paragraph (c), to the best of
the knowledge of each of the Reporting Persons, none of the
persons named in response to paragraph (a) has effected any
transactions in the shares of the Stock since the most recent
filing on Schedule 13D.
(d) - (e)
No material change.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
<PAGE>
<PAGE>
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
DATED: February 28, 1995
ALPINE CAPITAL, L.P.
By: /s Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE ANNE T. AND ROBERT M.
BASS FOUNDATION (1)
ANNE T. BASS (2)
ROBERT M. BASS (3)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of The Anne T. and Robert M. Bass Foundation
previously has been filed with the Securities and Exchange
Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Anne T. Bass previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Robert M. Bass previously has been filed with
the Securities and Exchange Commission.<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
99.1 Agreement pursuant to Rule
13d-1(f)(1)(iii), filed herewith
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agrees that the statement to which this Exhibit
is attached is filed on behalf of each of them in the capacities
set forth below.
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THE ANNE T. AND ROBERT M.
BASS FOUNDATION (1)
ANNE T. BASS (2)
ROBERT M. BASS (3)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of The Anne T. and Robert M. Bass Foundation
previously has been filed with the Securities and Exchange
Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Anne T. Bass previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act
on behalf of Robert M. Bass previously has been filed with
the Securities and Exchange Commission.
